e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 1-9733
(CASH AMERICA LOGO)
(Exact name of registrant as specified in its charter)
     
Texas   75-2018239
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1600 West 7th Street    
Fort Worth, Texas   76102
(Address of principal executive offices)   (Zip Code)
(817) 335-1100
(Registrant’s telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if changed since last report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ          Accelerated filer o          Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
29,606,432 common shares, $.10 par value, were outstanding as of July 16, 2007
 
 

 


 

CASH AMERICA INTERNATIONAL, INC.
INDEX TO FORM 10-Q
         
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    40  
    40  
 
       
    41  
 Letter Agreement
 Certification of Chief Executive Officer
 Certification of Chief Financial Officer
 Certification of Chief Executive Officer Pursuant to Section 906
 Certification of Chief Financial Officer Pursuant to Section 906

 


Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
                         
    June 30,     December 31,  
    2007     2006     2006  
    (Unaudited)          
Assets
                       
Current assets:
                       
Cash and cash equivalents
  $ 26,207     $ 17,733     $ 25,723  
Pawn loans
    131,528       124,514       127,384  
Cash advances, net
    77,948       39,005       79,975  
Merchandise held for disposition, net
    83,522       68,787       87,060  
Finance and service charges receivable
    24,362       21,273       25,377  
Other receivables and prepaid expenses
    15,740       14,507       16,128  
Deferred tax assets
    21,722       12,103       16,324  
 
                 
Total current assets
    381,029       297,922       377,971  
Property and equipment, net
    135,256       103,943       119,261  
Goodwill
    253,477       175,574       238,499  
Intangible assets, net
    25,538       21,984       27,477  
Other assets
    13,024       12,235       13,036  
 
                 
Total assets
  $ 808,324     $ 611,658     $ 776,244  
 
                 
 
                       
Liabilities and Stockholders’ Equity
                       
Current liabilities:
                       
Accounts payable and accrued expenses
  $ 68,058     $ 38,303     $ 91,217  
Customer deposits
    8,388       7,080       7,464  
Income taxes currently payable
    994       1,989       2,691  
Current portion of long-term debt
    16,786       16,786       16,786  
 
                 
Total current liabilities
    94,226       64,158       118,158  
Deferred tax liabilities
    13,368       11,314       12,770  
Other liabilities
    1,589       1,585       1,625  
Long-term debt
    232,896       128,515       202,963  
 
                 
Total liabilities
    342,079       205,572       335,516  
 
                 
 
                       
Stockholders’ equity:
                       
Common stock, $.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued
    3,024       3,024       3,024  
Additional paid-in capital
    162,620       159,260       161,683  
Retained earnings
    318,328       254,802       287,962  
Accumulated other comprehensive income
    8       66       20  
Notes receivable secured by common stock
    (18 )     (382 )     (18 )
Treasury shares, at cost (683,754 shares, 679,143 shares and 565,840 shares at June 30, 2007 and 2006, and December 31, 2006, respectively)
    (17,717 )     (10,684 )     (11,943 )
 
                 
Total stockholders’ equity
    466,245       406,086       440,728  
 
                 
Total liabilities and stockholders’ equity
  $ 808,324     $ 611,658     $ 776,244  
 
                 
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
                                 
    Three Months Ended     Six Months Ended  
    June 30     June 30,  
    2007     2006     2007     2006  
            (Unaudited)          
Revenue
                               
Finance and service charges
  $ 37,194     $ 34,588     $ 75,625     $ 69,643  
Proceeds from disposition of merchandise
    85,808       72,622       185,976       159,746  
Cash advance fees
    86,947       39,395       165,463       74,834  
Check cashing fees, royalties and other
    3,932       3,323       9,689       8,660  
 
                       
Total Revenue
    213,881       149,928       436,753       312,883  
Cost of Revenue
                               
Disposed merchandise
    52,784       42,886       114,709       95,628  
 
                       
Net Revenue
    161,097       107,042       322,044       217,255  
 
                       
Expenses
                               
Operations
    74,611       59,642       146,977       118,915  
Cash advance loss provision
    42,328       10,798       75,076       15,235  
Administration
    13,225       13,016       27,526       26,867  
Depreciation and amortization
    7,899       6,503       15,433       12,856  
 
                       
Total Expenses
    138,063       89,959       265,012       173,873  
 
                       
Income from Operations
    23,034       17,083       57,032       43,382  
Interest expense
    (3,996 )     (2,412 )     (7,744 )     (4,848 )
Interest income
    439       389       857       767  
Foreign currency transaction gain
    14       113       58       178  
Gain from termination of contract
          2,167             2,167  
 
                       
Income before Income Taxes
    19,491       17,340       50,203       41,646  
Provision for income taxes
    6,282       6,427       17,760       15,345  
 
                       
Net Income
  $ 13,209     $ 10,913     $ 32,443     $ 26,301  
 
                       
 
                               
Earnings Per Share:
                               
Basic
  $ 0.44     $ 0.37     $ 1.09     $ 0.89  
Diluted
  $ 0.43     $ 0.36     $ 1.06     $ 0.86  
Weighted average common shares outstanding:
                               
Basic
    29,833       29,732       29,852       29,623  
Diluted
    30,557       30,569       30,579       30,484  
Dividends declared per common share
  $ 0.035     $ 0.025     $ 0.070     $ 0.050  
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
                                 
    June 30,  
    2007     2006  
    Shares     Amounts     Shares     Amounts  
            (Unaudited)          
Common stock
                               
Balance at end of period
    30,235,164     $ 3,024       30,235,164     $ 3,024  
 
                       
Additional paid-in capital
                               
Balance at beginning of year
            161,683               156,557  
Exercise of stock options
            (71 )             (730 )
Issuance of shares under restricted stock units plan
            (751 )             (353 )
Stock-based compensation
            1,493               1,218  
Income tax benefit from stock based compensation
            266               2,568  
 
                           
Balance at end of period
            162,620               159,260  
 
                           
Retained earnings
                               
Balance at beginning of year
            287,962               229,975  
Net income
            32,443               26,301  
Dividends declared
            (2,077 )             (1,474 )
 
                           
Balance at end of period
            318,328               254,802  
 
                           
Accumulated other comprehensive income (loss)
                               
Balance at beginning of year
            20               (5 )
Unrealized derivatives (loss) gain
            (12 )             71  
 
                           
Balance at end of period
            8               66  
 
                           
Notes receivable secured by common stock
                               
Balance at beginning of year
            (18 )             (2,488 )
Payments on notes receivable
                          2,106  
 
                           
Balance at end of period
            (18 )             (382 )
 
                           
Treasury shares, at cost
                               
Balance at beginning of year
    (565,840 )     (11,943 )     (999,347 )     (12,347 )
Purchases of treasury shares
    (157,412 )     (6,645 )     (114,314 )     (3,699 )
Exercise of stock options
    5,000       120       405,776       5,009  
Issuance of shares under restricted stock units plan
    34,498       751       28,742       353  
 
                       
Balance at end of period
    (683,754 )     (17,717 )     (679,143 )     (10,684 )
 
                       
Total Stockholders’ Equity
          $ 466,245             $ 406,086  
 
                           
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
            (Unaudited)          
Net income
  $ 13,209     $ 10,913     $ 32,443     $ 26,301  
 
                       
Other comprehensive income (loss):
                               
Interest rate cap valuation adjustments
    (8 )     49       (19 )     109  
Less: Applicable income taxes
    7       17       7       38  
 
                       
Other comprehensive (loss) income, net
    (1 )     32       (12 )     71  
 
                       
Total Comprehensive Income
  $ 13,208     $ 10,945     $ 32,431     $ 26,372  
 
                       
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
                 
    Six Months Ended  
    June 30,  
    2007     2006  
    (Unaudited)  
Cash Flows from Operating Activities
               
Net income
  $ 32,443     $ 26,301  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    15,433       12,856  
Cash advance loss provision
    75,076       15,235  
Stock-based compensation
    1,493       1,218  
Gain from termination of contract
          (2,167 )
Foreign currency transaction gain
    (57 )     (178 )
Changes in operating assets and liabilities -
               
Merchandise held for disposition
    3,063       2,225  
Finance and service charges receivable
    621       635  
Other receivables and prepaid expenses
    962       (582 )
Accounts payable and accrued expenses
    (3,364 )     755  
Customer deposits, net
    924       744  
Current income taxes
    (1,431 )     3,108  
Excess income tax benefit from stock-based compensation
    (266 )     (2,568 )
Deferred income taxes, net
    (4,792 )     (897 )
 
           
Net cash provided by operating activities
    120,105       56,685  
 
           
Cash Flows from Investing Activities
               
Pawn loans made
    (204,386 )     (189,719 )
Pawn loans repaid
    112,319       107,632  
Principal recovered through dispositions of forfeited loans
    89,236       75,576  
Cash advances made, assigned or purchased
    (549,336 )     (299,416 )
Cash advances repaid
    477,412       286,065  
Acquisitions, net of cash acquired
    (36,922 )     (1,754 )
Purchases of property and equipment
    (29,188 )     (20,360 )
Proceeds from termination of contract
          1,098  
 
           
Net cash used by investing activities
    (140,865 )     (40,878 )
 
           
Cash Flows from Financing Activities
               
Net borrowings (repayments) under bank lines of credit
    34,219       (16,408 )
Payments on notes payable
    (4,286 )     (4,286 )
Loan costs paid
    (282 )     (12 )
Proceeds from exercise of stock options
    49       4,279  
Excess income tax benefit from stock-based compensation
    266       2,568  
Repayments of notes receivable secured by common stock
          2,106  
Treasury shares purchased
    (6,645 )     (3,699 )
Dividends paid
    (2,077 )     (1,474 )
 
           
Net cash provided (used) by financing activities
    21,244       (16,926 )
 
           
Net increase (decrease) in cash and cash equivalents
    484       (1,119 )
Cash and cash equivalents at beginning of year
    25,723       18,852  
 
           
Cash and cash equivalents at end of period
  $ 26,207     $ 17,733  
 
           
 
               
Supplemental Disclosures
               
Non-cash investing and financing activities -
               
Pawn loans forfeited and transferred to merchandise held for disposition
  $ 88,564     $ 73,567  
Pawn loans renewed
  $ 34,986     $ 38,182  
Cash advances renewed
  $ 142,461     $ 7,835  
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Basis of Presentation
     The consolidated financial statements include the accounts of Cash America International, Inc. and its majority-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.
     The financial statements as of June 30, 2007 and 2006 and for the three and six month periods then ended are unaudited but, in management’s opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Operating results for the three and six month periods are not necessarily indicative of the results that may be expected for the full fiscal year.
     Certain amounts in the consolidated financial statements for the three and six months ended June 30, 2006 have been reclassified to conform to the presentation format adopted in 2007. These reclassifications have no effect on the net income previously reported.
     These financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2006 Annual Report to Shareholders.
Revenue Recognition
Pawn Lending Pawn loans are made on the pledge of tangible personal property. The Company accrues finance and service charges revenue only on those pawn loans that it deems collectible based on historical loan redemption statistics. Pawn loans written during each calendar month are aggregated and tracked for performance. The gathering of this empirical data allows the Company to analyze the characteristics of its outstanding pawn loan portfolio and estimate the probability of collection of finance and service charges. For loans not repaid, the carrying value of the forfeited collateral (“merchandise held for disposition”) is stated at the lower of cost (cash amount loaned) or market. Revenue is recognized at the time that merchandise is sold. Interim customer payments for layaway sales are recorded as customer deposits and subsequently recognized as revenue during the period in which the final payment is received.
Cash Advances Cash advances provide customers with cash in exchange for a promissory note or other repayment agreement supported, in most cases, by that customer’s personal check or authorization to debit that customer’s account via an Automated Clearing House (“ACH”) transaction for the aggregate amount of the payment due. The customer may repay the cash advance either in cash, or, as applicable, by allowing the check to be presented for collection, or by allowing the customer’s checking account to be debited through an ACH for the amount due. The Company accrues fees and interest on cash advances on a constant yield basis ratably over the period of the cash advance, pursuant to its terms. (Although cash advance transactions may take the form of loans or deferred check deposit transactions, the transactions are referred to throughout this discussion as “cash advances” for convenience.)

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     The Company provides a cash advance product in some markets under a credit services organization program, in which the Company assists in arranging loans for customers from independent third-party lenders. The Company also guarantees the customer’s payment obligations in the event of default if the customer is approved for and accepts the loan. The borrower pays fees to the Company under the credit services organization program (“CSO fees”) for performing services on the borrower’s behalf, including credit services, and for agreeing to guaranty the borrower’s payment obligations to the lender. As a result of providing the guaranty, the CSO fees are deferred and amortized over the term of the loan and recorded as cash advance fees in the accompanying consolidated statements of income. The contingent loss on the guaranteed loans is accrued and recorded as a liability. See Note 4.
Check Cashing Fees, Royalties and Other The Company records check cashing fees derived from both check cashing locations it owns and many of its lending locations in the period in which the check cashing service is provided. It records royalties derived from franchise locations on an accrual basis. Revenues derived from other financial services such as money order commissions, prepaid debit card fees, etc. are recognized when earned.
Allowance for Losses on Cash Advances
     In order to manage the portfolio of cash advances effectively, the Company utilizes a variety of underwriting criteria, monitors the performance of the portfolio, and maintains either an allowance or accrual for losses.
     The Company maintains either an allowance or accrual for losses on cash advances (including fees and interest) at a level that it estimates to be adequate to absorb credit losses inherent in the outstanding combined Company and third-party lender portfolio (the portion owned by independent third-party lenders). The allowance for losses on Company-owned cash advances offsets the outstanding cash advance amounts in the consolidated balance sheets. Active third-party lender-originated cash advances are not included in the consolidated balance sheets. An accrual for contingent losses on third-party lender-owned cash advances that are guaranteed by the Company is maintained and included in “Accounts payable and accrued expenses” in the consolidated balance sheets.
     The Company aggregates and tracks cash advances written during each calendar month to develop a performance history. The Company stratifies the outstanding combined portfolio by age, delinquency, and stage of collection when assessing the adequacy of the allowance or accrual for losses. It uses historical collection performance adjusted for recent portfolio performance trends to develop the expected loss rates used to establish either the allowance or accrual. Increases in either the allowance or accrual are created by recording a cash advance loss provision in the consolidated statements of income. The Company charges off all cash advances that have been in default for 60 days, or sooner if deemed uncollectible. Recoveries on losses previously charged to the allowance are credited to the allowance when collected.
     The Company’s online distribution channel periodically sells selected cash advances that have been previously written off. Proceeds from these sales are recorded as recoveries on losses previously charged to the allowance for losses.
Income Taxes
     Beginning January 1, 2007, the Company has accounted for uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. It also provides guidance on derecognition,

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
classification, accrual of interest and penalties, accounting in interim periods, disclosure and transition. It requires that the new standard be applied to the balances of assets and liabilities as of the beginning of the period of adoption and that a corresponding adjustment be made to the opening balance of retained earnings. See Note 2.
Recent Accounting Pronouncements
     In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 will be effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect SFAS 157 to have a material effect on the Company’s consolidated financial position or results of operations but anticipates additional disclosures when it becomes effective.
     In February 2007, FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”) and requires an entity to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 will be effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS 159.
2. Income Taxes
     The Company adopted the provisions of FIN 48 on January 1, 2007. As of that date, the Company had no unrecognized tax benefits and thus had accrued no interest or penalties on such benefits, nor did the Company anticipate a significant increase in unrecognized tax benefits during the subsequent 12 months. As of January 1, 2007, the Company’s 2003 through 2006 tax years were open to examination by the Internal Revenue Service and major state taxing jurisdictions. There were no material changes in these items during the quarter and six months ended June 30, 2007.
     While the Company typically does not incur significant interest or penalties on income tax liabilities, it is the Company’s policy to classify such amounts as interest expense and administrative expense, respectively. The Company did not change its policy on classification of interest and penalties upon adoption of FIN 48.
3. Acquisitions
     Pursuant to its business strategy of expanding its reach into new markets with new customers and new financial services, on September 15, 2006, the Company, through its wholly-owned subsidiary Cash America Net Holdings, LLC, purchased substantially all of the assets of The Check Giant LLC (“TCG”.) TCG offered short-term cash advances exclusively over the internet under the name “CashNetUSA.” The Company paid an initial purchase price of approximately $35.9 million in cash and transaction costs of approximately $2.9 million, and has continued to use the CashNetUSA trade name in connection with its online operations.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     The Company also agreed to pay up to five supplemental earn-out payments during the two-year period after the closing. The amount of each supplemental payment will be based on a multiple of earnings attributable to CashNetUSA’s business for the twelve months preceding the date of determining each scheduled supplemental payment. Each supplemental payment will be reduced by amounts previously paid. The supplemental payments are to be paid in cash within 45 days of the payment measurement date. The Company may, at its option, pay up to 25% of each supplemental payment in shares of its common stock based on an average share price as of the measurement date thereby reducing the amount of the cash payment. Substantially all of these supplemental payments will be accounted for as goodwill.
     The first supplemental payment of approximately $33.8 million, which was paid in February 2007 in cash, was based on the trailing twelve months earnings of CashNetUSA through December 31, 2006 and reflects adjustments for amounts previously paid. There was no supplemental payment with respect to the trailing twelve months earnings of CashNetUSA as of March 31, 2007. Another supplemental payment is scheduled in October 2007 and will be based on the trailing twelve months earnings of CashNetUSA as of September 30, 2007. As of June 30, 2007, the Company has accrued for the payment of $14.3 million as an addition to goodwill based on the defined multiple of trailing twelve months earnings through June 30, 2007. Pursuant to the terms of the purchase agreement with CashNetUSA, payments determined at the March 31 and September 30, 2007 measurement dates are calculated at 5.5 times trailing twelve month earnings and the March 31 and September 30, 2008 measurement dates will be calculated at 5 times trailing twelve month earnings.
     During the six months ended June 30, 2007, the Company also acquired 3 pawnshops and made payment on a pawnshop over which it acquired management control in December 2006. The aggregate cash payments for these acquisitions were $2.2 million.
4. Cash Advances, Allowance for Losses and Accruals for Losses on Third-Party Lender-Owned Cash Advances
     The Company offers cash advance products through its cash advance locations, most of its pawnshops and over the internet. The cash advance products are generally offered as single payment cash advance loans. These cash advance loans typically have terms of 7 to 45 days and are generally payable on the customer’s next payday. The Company originates cash advances in some of its locations and online and arranges for customers to obtain cash advances from independent third-party lenders in other locations and online. In a cash advance transaction, a customer executes a promissory note or other repayment agreement typically supported by that customer’s personal check or authorization to debit the customer’s checking account via an ACH transaction. Customers may repay the amount due with cash, by allowing their check to be presented for collection, or by allowing their checking account to be debited via an ACH transaction.
     The Company provides services in connection with single payment cash advances originated by independent third-party lenders, whereby the Company acts as a credit services organization on behalf of consumers in accordance with applicable state laws (the “CSO program”). The CSO program includes arranging loans with independent third-party lenders, assisting in the preparation of loan applications and loan documents, and accepting loan payments. To assist the customer in obtaining a loan through the CSO program, the Company also, as part of the credit services it provides to the customer, guarantees, on behalf of the customer, the customer’s payment obligations to the third-party lender under the loan. A customer who obtains a loan through the CSO program pays the Company a fee for the credit services, including the guaranty, and enters into a contract with the Company governing the credit services arrangement. Losses on cash advances acquired by the Company as a result of its guaranty obligations are the responsibility of the Company. As of June 30, 2007, the CSO program was offered in Texas and Florida. The Company discontinued the CSO program in Michigan in February 2007, and now offers only cash advances underwritten by the Company to customers in that state.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     If the Company collects a customer’s delinquent payment in an amount that is less than the amount the Company paid to the third-party lender pursuant to the guaranty, the Company must absorb the shortfall. If the amount collected exceeds the amount paid under the guaranty, the Company is entitled to the excess and recognizes the excess amount in income. Since the Company may not be successful in collecting delinquent amounts, the Company’s cash advance loss provision includes amounts estimated to be adequate to absorb credit losses from cash advances in the aggregate cash advance portfolio, including those expected to be acquired by the Company as a result of its guaranty obligations. The estimated amounts of losses on portfolios owned by the third-party lenders are included in “Accounts payable and accrued expenses” in the consolidated balance sheets.
     Cash advances outstanding at June 30, 2007 and 2006, were as follows (in thousands):
                 
    June 30,  
    2007     2006  
Funded by the Company
               
Active cash advances and fees receivable
  $ 68,438     $ 32,016  
Cash advances and fees in collection
    27,167       7,615  
 
           
Total Funded by the Company
    95,605       39,631  
Purchased by the Company from third-party lenders
    14,516       6,915  
 
           
Company-owned cash advances and fees receivable, gross
    110,121       46,546  
Less: Allowance for losses
    32,173       7,541  
 
           
Cash advances and fees receivable, net
  $ 77,948     $ 39,005  
 
           
     Changes in the allowance for losses for the Company-owned portfolio and the accrued loss for the third-party lender-owned portfolio during the three and six months ended June 30, 2007 and 2006 were as follows (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
Allowance for company-owned cash advances
                               
Balance at beginning of period
  $ 23,141     $ 3,541     $ 19,513     $ 6,309  
Cash advance loss provision
    41,758       10,512       74,406       15,218  
Charge-offs
    (36,338 )     (8,612 )     (68,850 )     (19,657 )
Recoveries
    3,612       2,100       7,104       5,671  
 
                       
Balance at end of period
  $ 32,173     $ 7,541     $ 32,173     $ 7,541  
 
                       
Accrual for third-party lender-owned cash advances
                               
Balance at beginning of period
  $ 1,253     $ 605     $ 1,153     $ 874  
Increase in loss provision
    570       286       670       17  
 
                       
Balance at end of period
  $ 1,823     $ 891     $ 1,823     $ 891  
 
                       
     Cash advances assigned to the Company for collection were $46.4 million and $15.9 million, for the six months ended June 30, 2007 and 2006, respectively. The Company’s participation interest in third-party lender originated cash advances at June 30, 2007 and 2006 was $-0- and $1.0 million, respectively.
     During the six months ended June 30, 2007, the Company sold selected cash advances originated from its online distribution channel which had been previously written off. These sales generated proceeds of $1.2 million which were recorded as recoveries on losses previously charged to the allowance for losses.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Earnings Per Share Computation
     The following table sets forth the reconciliation of numerators and denominators for the basic and diluted earnings per share computation for the three and six months ended June 30, 2007 and 2006 (in thousands, except per share amounts):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
Numerator:
                               
Net income available to common stockholders
  $ 13,209     $ 10,913     $ 32,443     $ 26,301  
 
                       
Denominator:
                               
Weighted average common shares outstanding
    29,614       29,574       29,639       29,470  
Weighted average vested RSUs
    163       99       156       92  
Weighted average shares in non-qualified savings plan
    56       59       57       61  
 
                       
Total weighted average basic shares
    29,833       29,732       29,852       29,623  
Effect of shares applicable to stock option plans
    368       465       370       493  
Effect of RSU compensation plans
    356       372       357       368  
 
                       
Total weighted average diluted shares
    30,557       30,569       30,579       30,484  
 
                       
Earnings per share:
                               
Net income — Basic
  $ 0.44     $ 0.37     $ 1.09     $ 0.89  
 
                       
Net income — Diluted
  $ 0.43     $ 0.36     $ 1.06     $ 0.86  
 
                       
     The shares held in the Company’s non-qualified savings plan have been reclassified into the basic earnings per share computation as the distribution of substantially all of those shares is not contingent upon future services. All prior periods presented have been restated to reflect this reclassification. There is no impact to the previously reported basic earnings per share.
6. Long-Term Debt
     The Company’s long-term debt instruments and balances outstanding at June 30, 2007 and 2006, were as follows (in thousands):
                 
    June 30,  
    2007     2006  
Line of credit up to $250,000 due 2012
  $ 115,896     $ 54,729  
6.21% senior unsecured notes due 2021
    25,000        
6.09% senior unsecured notes due 2016
    35,000        
6.12% senior unsecured notes due 2015
    40,000       40,000  
7.20% senior unsecured notes due 2009
    25,500       34,000  
7.10% senior unsecured notes due 2008
    4,286       8,572  
8.14% senior unsecured notes due 2007
    4,000       8,000  
 
           
Total debt
    249,682       145,301  
Less current portion
    16,786       16,786  
 
           
Total long-term debt
  $ 232,896     $ 128,515  
 
           

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     In March 2007, the Company amended the line of credit to extend the final maturity two years to February 2012 and modified certain terms of the credit agreement. Interest on the line of credit is charged, at the Company’s option, at either LIBOR plus a margin or at the agent’s base rate. The margin on the line of credit varies from 0.875% to 1.875% (1.125% at June 30, 2007), depending on the Company’s cash flow leverage ratios as defined in the agreement. The Company also pays a fee on the unused portion ranging from 0.25% to 0.30% (0.25% at June 30, 2007) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the line of credit at June 30, 2007 was 6.6%.
7. Operating Segment Information
     The Company has three reportable operating segments: pawn lending, cash advance and check cashing. The cash advance and check cashing segments are managed separately due to the different operational strategies required and, therefore, are reported as separate segments. Check cashing fees, royalties and other income at pawn lending locations, which were previously included in either proceeds from disposition of merchandise or netted into administration expenses, are reclassified out of those line items. All prior periods in the tables below have been revised to reflect this change. These revisions have not changed the consolidated performance of the Company for any period.
     Information concerning the operating segments is set forth below (in thousands):
                                 
    Pawn     Cash     Check        
    Lending     Advance     Cashing     Consolidated  
Three Months Ended June 30, 2007:
                               
Revenue
                               
Finance and service charges
  $ 37,194     $     $     $ 37,194  
Proceeds from disposition of merchandise
    85,808                   85,808  
Cash advance fees
    9,990       76,957             86,947  
Check cashing fees, royalties and other
    810       2,264       858       3,932  
 
                       
Total revenue
    133,802       79,221       858       213,881  
Cost of revenue — disposed merchandise
    52,784                   52,784  
 
                       
Net revenue
    81,018       79,221       858       161,097  
 
                       
Expenses
                               
Operations
    46,583       27,670       358       74,611  
Cash advance loss provision
    3,725       38,603             42,328  
Administration
    6,985       5,992       248       13,225  
Depreciation and amortization
    5,127       2,671       101       7,899  
 
                       
Total expenses
    62,420       74,936       707       138,063  
 
                       
Income from operations
  $ 18,598     $ 4,285     $ 151     $ 23,034  
 
                       
As of June 30, 2007:
                               
Total assets
  $ 557,180     $ 244,149     $ 6,995     $ 808,324  
 
                       
Goodwill
  $ 142,590     $ 105,577     $ 5,310     $ 253,477  
 
                       

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 
    Pawn     Cash     Check        
    Lending     Advance     Cashing     Consolidated  
Three Months Ended June 30, 2006:
                               
Revenue
                               
Finance and service charges
  $ 34,588     $     $     $ 34,588  
Proceeds from disposition of merchandise
    72,622                   72,622  
Cash advance fees
    10,282       29,113             39,395  
Check cashing fees, royalties and other
    616       1,834       873       3,323  
 
                       
Total revenue
    118,108       30,947       873       149,928  
Cost of revenue — disposed merchandise
    42,886                   42,886  
 
                       
Net revenue
    75,222       30,947       873       107,042  
 
                       
Expenses
                               
Operations
    44,799       14,523       320       59,642  
Cash advance loss provision
    3,724       7,074             10,798  
Administration
    7,762       4,686       568       13,016  
Depreciation and amortization
    4,478       1,936       89       6,503  
 
                       
Total expenses
    60,763       28,219       977       89,959  
 
                       
Income (loss) from operations
  $ 14,459     $ 2,728     $ (104 )   $ 17,083  
 
                       
As of June 30, 2006:
                               
Total assets
  $ 489,686     $ 114,546     $ 7,426     $ 611,658  
 
                       
Goodwill
  $ 125,646     $ 44,618     $ 5,310     $ 175,574  
 
                       
 
                               
Six Months Ended June 30, 2007:
                               
Revenue
                               
Finance and service charges
  $ 75,625     $     $     $ 75,625  
Proceeds from disposition of merchandise
    185,976                   185,976  
Cash advance fees
    20,110       145,353             165,463  
Check cashing fees, royalties and other
    1,740       5,951       1,998       9,689  
 
                       
Total revenue
    283,451       151,304       1,998       436,753  
Cost of revenue — disposed merchandise
    114,709                   114,709  
 
                       
Net revenue
    168,742       151,304       1,998       322,044  
 
                       
Expenses
                               
Operations
    93,699       52,613       665       146,977  
Cash advance loss provision
    6,569       68,507             75,076  
Administration
    16,307       10,694       525       27,526  
Depreciation and amortization
    10,134       5,097       202       15,433  
 
                       
Total expenses
    126,709       136,911       1,392       265,012  
 
                       
Income from operations
  $ 42,033     $ 14,393     $ 606     $ 57,032  
 
                       

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 
    Pawn     Cash     Check        
    Lending     Advance     Cashing     Consolidated  
Six Months Ended June 30, 2006:
                               
Revenue
                               
Finance and service charges
  $ 69,643     $     $     $ 69,643  
Proceeds from disposition of merchandise
    159,746                   159,746  
Cash advance fees
    19,930       54,904             74,834  
Check cashing fees, royalties and other
    1,303       5,333       2,024       8,660  
 
                       
Total revenue
    250,622       60,237       2,024       312,883  
Cost of revenue — disposed merchandise
    95,628                   95,628  
 
                       
Net revenue
    154,994       60,237       2,024       217,255  
 
                       
Expenses
                               
Operations
    89,016       29,245       654       118,915  
Cash advance loss provision
    5,607       9,628             15,235  
Administration
    16,232       9,754       881       26,867  
Depreciation and amortization
    8,820       3,866       170       12,856  
 
                       
Total expenses
    119,675       52,493       1,705       173,873  
 
                       
Income from operations
  $ 35,319     $ 7,744     $ 319     $ 43,382  
 
                       
8. Litigation
     On August 6, 2004, James E. Strong filed a purported class action lawsuit in the State Court of Cobb County, Georgia (the “State Court”) against Georgia Cash America, Inc., Cash America International, Inc. (together with Georgia Cash America, Inc., “Cash America”), Daniel R. Feehan, and several unnamed officers, directors, owners and “stakeholders” of Cash America. The lawsuit alleges many different causes of action, among the most significant of which is that Cash America had been making illegal payday loans in Georgia in violation of Georgia’s usury law, the Georgia Industrial Loan Act and Georgia’s Racketeer Influenced and Corrupt Organizations Act. Community State Bank (“CSB”) for some time made loans to Georgia residents through Cash America’s Georgia operating locations. The complaint in this lawsuit claims that Cash America was the true lender with respect to the loans made to Georgia borrowers and that CSB’s involvement in the process was “a mere subterfuge.” Based on this claim, the suit alleges that Cash America was the “de facto” lender and was illegally operating in Georgia. The complaint seeks unspecified compensatory damages, attorney’s fees, punitive damages and the trebling of any compensatory damages. The parties are currently in dispute over the scope of the discovery requests made by the plaintiffs, and Cash America appealed a State Court ruling on this issue imposing sanctions against Cash America that included a State Court ruling striking Cash America’s arbitration defense. On July 6, 2007, the Georgia Court of Appeals issued its opinion affirming the State Court’s ruling. Cash America is seeking certiorari to appeal this decision to the Georgia Supreme Court. The Company believes that the plaintiffs’ claims in this suit are without merit and is vigorously defending this lawsuit.
     Cash America and CSB commenced a federal lawsuit in the U.S. District Court for the Northern District of Georgia seeking to compel the plaintiff in the State Court proceeding to arbitrate its claims against Cash America and CSB. The U.S. District Court dismissed the federal action for lack of subject matter jurisdiction, and Cash America and CSB appealed the dismissal of their complaint to the U.S Court of Appeals for the 11th Circuit. The 11th Circuit Court of Appeals issued its decision on April 27, 2007, reversing the U.S. District Court’s dismissal of the action and remanding the action to the District Court for a determination of the issue of the enforceability of the parties’ arbitration agreement. The plaintiff in the State Court action has requested the 11th Circuit to review this decision en banc and Cash America is awaiting the 11th Circuit’s decision on that request. The Strong litigation is still at an early stage, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, with respect to this litigation can be determined at this time.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     The Company is a defendant in certain lawsuits encountered in the ordinary course of its business. Certain of these matters are covered to an extent by insurance. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
     The Company provides specialty financial services to individuals. These services include secured non-recourse loans, commonly referred to as pawn loans, to individuals through its pawn lending operations, unsecured cash advances in selected lending locations and on behalf of independent third-party lenders in other locations, and check cashing and related financial services through many of its lending locations and through franchised and Company-owned check cashing centers. The pawn loan portfolio generates finance and service charges revenue. A related activity of the pawn lending operations is the disposition of collateral from unredeemed pawn loans. In September 2006, the Company began offering cash advances over the internet and began arranging loans on behalf of independent third-party lenders over the internet in November 2006.
     On September 15, 2006, the Company, through its wholly-owned subsidiary Cash America Net Holdings, LLC, purchased substantially all of the assets of The Check Giant LLC (“TCG”). TCG offered short-term cash advances exclusively over the internet under the name “CashNetUSA.” The Company paid an initial purchase price of approximately $35.9 million in cash and transaction costs of approximately $2.9 million, and has continued to use the CashNetUSA trade name in connection with its online operations. The Company also agreed to pay up to five supplemental earn-out payments during the two-year period after the closing. The amount of each supplemental payment is based on a multiple of earnings attributable to CashNetUSA’s business for the twelve months preceding the date of determining each scheduled supplemental payment. Each supplemental payment will be reduced by amounts previously paid. The supplemental payments are to be paid in cash within 45 days of the payment measurement date. The Company may, at its option, pay up to 25% of each supplemental payment in shares of its common stock based on an average share price as of the measurement date thereby reducing the amount of the cash payment.
     The first supplemental payment of approximately $33.8 million, which was paid in February 2007 in cash, was based on the trailing twelve months earnings of CashNetUSA through December 31, 2006 and reflects adjustments for amounts previously paid. There was no supplemental payment with respect to the trailing twelve months earnings of CashNetUSA as of March 31, 2007. The next supplemental payment is scheduled in October 2007 and will be based on the trailing twelve months earnings of CashNetUSA as of September 30, 2007. As of June 30, 2007, the Company has accrued for a payment of $14.3 million based on the defined multiple of trailing twelve months earnings through June 30, 2007. Pursuant to the terms of the purchase agreement with CashNetUSA, the March 31 and September 30, 2007 measurement dates are calculated at 5.5 times trailing twelve month earnings and the March 31 and September 30, 2008 measurement dates will be calculated at 5 times trailing twelve month earnings.
     On July 16, 2007, the Company began offering short-term unsecured loans to customers who reside throughout the United Kingdom through its internet distribution platform. Management expects loan volumes to accumulate gradually and provide only nominal levels of asset increases throughout the remainder of 2007.
     As of June 30, 2007, the Company had 928 total locations offering products and services to its customers.
     As of June 30, 2007, the Company’s pawn lending operations consisted of 492 pawnshops, including 480 Company-owned units and 12 unconsolidated franchised units, located in 22 states in the United States. During the 18 months ended June 30, 2007, the Company acquired 22 operating units, established five locations, and combined or closed three locations for a net increase in Company-owned pawn lending units of 24. In addition, it opened four franchised locations.

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     At June 30, 2007, the Company’s cash advance operations operated 296 cash advance locations in seven states. During the 18 months ended June 30, 2007, the Company established 15 locations, and combined or closed five locations for a net increase in cash advance locations of 10. CashNetUSA serves multiple markets through its internet distribution channel and had cash advances outstanding in 30 states at June 30, 2007.
     As of June 30, 2007, in Florida and Texas, the Company provides services in connection with single payment cash advances originated by independent third-party lenders, whereby the Company acts as a credit services organization on behalf of consumers in accordance with applicable state laws (the “CSO program”). Under the CSO program, the Company arranges loans with independent third-party lenders, assists in the preparation of loan applications and loan documents, and accepts loan payments. To assist the customer in obtaining a loan through the CSO program, the Company also, as part of the credit services it provides to the customer, guarantees, on behalf of the customer, the customer’s payment obligations to the third-party lender under the loan. A customer who obtains a loan through the CSO program pays the Company a fee for the credit services, including the guaranty, and enters into a contract with the Company governing the credit services arrangement. Losses on cash advances acquired by the Company as a result of its guaranty obligations are the responsibility of the Company. The Company discontinued the CSO program in Michigan in February 2007, and now offers only cash advances underwritten by the Company to customers in that state.
     As of June 30, 2007, the Company’s check cashing operations consisted of 135 franchised and five company-owned check cashing centers in 18 states. During the eighteen months ended June 30, 2007, the Company opened 16 franchised locations, and combined or closed 12 franchised locations for a net increase of four franchised locations.

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RESULTS OF CONTINUING OPERATIONS
     The following table sets forth the components of the consolidated statements of income as a percentage of total revenue for the periods indicated.
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2007   2006   2007   2006
Revenue
                               
Finance and service charges
    17.4 %     23.1 %     17.3 %     22.2 %
Proceeds from disposition of merchandise
    40.1       48.4       42.6       51.1  
Cash advance fees
    40.7       26.3       37.9       23.9  
Check cashing fees, royalties and other
    1.8       2.2       2.2       2.8  
 
                               
Total Revenue
    100.0       100.0       100.0       100.0  
Cost of Revenue
                               
Disposed merchandise
    24.7       28.6       26.3       30.6  
 
                               
Net Revenue
    75.3       71.4       73.7       69.4  
 
                               
Expenses
                               
Operations
    34.9       39.8       33.6       38.0  
Cash advance loss provision
    19.8       7.2       17.2       4.9  
Administration
    6.2       8.7       6.3       8.6  
Depreciation and amortization
    3.6       4.3       3.5       4.1  
 
                               
Total Expenses
    64.5       60.0       60.6       55.6  
 
                               
Income from Operations
    10.8       11.4       13.1       13.8  
Interest expense
    (1.9 )     (1.6 )     (1.8 )     (1.5 )
Interest income
    0.2       0.3       0.2       0.2  
Foreign currency transaction gain
          0.1             0.1  
Gain from termination of contract
          1.4             0.7  
 
                               
Income before Income Taxes
    9.1       11.6       11.5       13.3  
Provision for income taxes
    2.9       4.3       4.1       4.9  
 
                               
Net Income
    6.2 %     7.3 %     7.4 %     8.4 %
 
                               

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     The following table sets forth certain selected consolidated financial and non-financial data as of June 30, 2007 and 2006, and for each of the three and six months then ended ($ in thousands unless noted otherwise).
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
PAWN LENDING OPERATIONS:
                               
Pawn loans
                               
Annualized yield on pawn loans
    121.7 %     121.5 %     125.4 %     125.5 %
Total amount of pawn loans written and renewed
  $ 129,334     $ 123,974     $ 239,956     $ 227,901  
Average pawn loan balance outstanding
  $ 122,546     $ 114,186     $ 121,591     $ 111,875  
Average pawn loan balance per average location in operation
  $ 256     $ 249     $ 254     $ 245  
Ending pawn loan balance per location in operation
  $ 274     $ 272     $ 274     $ 272  
Average pawn loan amount at end of period (not in thousands)
  $ 105     $ 96     $ 105     $ 96  
Profit margin on disposition of merchandise as a percentage of proceeds from disposition of merchandise
    38.5 %     40.9 %     38.3 %     40.1 %
Average annualized merchandise turnover
    2.6 x     2.6 x     2.8 x     2.8 x
Average balance of merchandise held for disposition per average location in operation
  $ 170     $ 145     $ 175     $ 150  
Ending balance of merchandise held for disposition per location in operation
  $ 174     $ 151     $ 174     $ 151  
 
Pawnshop locations in operation -
                               
Beginning of period, owned
    477       458       475       456  
Acquired
    2             3       2  
Start-ups
    2             3       1  
Combined or closed
    (1 )     (1 )     (1 )     (2 )
 
                       
End of period, owned
    480       457       480       457  
Franchise locations at end of period
    12       10       12       10  
 
                       
Total pawnshop locations at end of period
    492       467       492       467  
 
                       
Average number of owned pawnshop locations
    479       458       478       457  
 
                       
Cash advances (a)
                               
Pawn locations offering cash advances at end of period
    429       415       429       415  
Average number of pawn locations offering cash advances
    427       427       426       430  
 
Amount of cash advances written at pawn locations:
                               
Funded by the Company
  $ 16,761     $ 15,827     $ 32,247     $ 30,135  
Funded by third-party lenders (b) (d)
    46,891       49,907       91,876       94,611  
 
                       
Aggregate amount of cash advances written at pawn locations(b) (f)
  $ 63,652     $ 65,734     $ 124,123     $ 124,746  
 
                       
Number of cash advances written at pawn locations (not in thousands):
                               
By the Company
    55,164       49,889       105,432       93,029  
By third-party lenders (b) (d)
    104,730       118,488       202,856       226,475  
 
                       
Aggregate number of cash advances written at pawn locations(b) (f)
    159,894       168,377       308,288       319,504  
 
                       
Cash advance customer balances due at pawn locations (gross):
                               
Owned by Company (c)
  $ 8,137     $ 7,585     $ 8,137     $ 7,585  
Owned by third-party lenders (b)
    9,183       10,157       9,183       10,157  
 
                       
Aggregate cash advance customer balances due at pawn locations (gross) (b) (f)
  $ 17,320     $ 17,742     $ 17,320     $ 17,742  
 
                       
(Continued on Next Page)

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    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
CASH ADVANCE OPERATIONS (e):
                               
Amount of cash advances written:
                               
Funded by the Company
  $ 326,945     $ 141,244     $ 613,195     $ 262,826  
Funded by third-party lenders (b) (d)
    113,354       35,760       210,457       69,096  
 
                       
Aggregate amount of cash advances written (b) (f)
  $ 440,299     $ 177,004     $ 823,652     $ 331,922  
 
                       
Number of cash advances written (not in thousands):
                               
By the Company
    883,613       408,379       1,641,879       752,871  
By third-party lenders (b) (d)
    207,928       70,505       386,028       138,016  
 
                       
Aggregate number of cash advances written (b) (f)
    1,091,541       478,884       2,027,907       890,887  
 
                       
Cash advance customer balances due (gross):
                               
Owned by the Company (c)
  $ 101,984     $ 38,961     $ 101,984     $ 38,961  
Owned by third-party lenders (b)
    20,272       6,979       20,272       6,979  
 
                       
Aggregate cash advance customer balances due (gross) (b) (f)
  $ 122,256     $ 45,940     $ 122,256     $ 45,940  
 
                       
Cash advance locations in operation (excluding online lending) -
                               
Beginning of period
    296       286       295       286  
Start-ups
    1       5       3       8  
Combined or closed
    (1 )           (2 )     (3 )
 
                       
End of period
    296       291       296       291  
 
                       
Average number of cash advance locations
    296       287       295       288  
 
                       
Number of states with online lending at end of period
    30             30        
 
CONSOLIDATED CASH ADVANCE PRODUCT SUMMARY (a) (b) (e):
                               
Amount of cash advances written:
                               
Funded by the Company
  $ 343,706     $ 157,071     $ 645,442     $ 292,961  
Funded by third-party lenders (b) (d)
    160,245       85,667       302,333       163,707  
 
                       
Aggregate amount of cash advances written (b) (f)
  $ 503,951     $ 242,738     $ 947,775     $ 456,668  
 
                       
Number of cash advances written (not in thousands):
                               
By the Company
    938,777       458,268       1,747,311       845,900  
By third-party lenders (b) (d)
    312,658       188,993       588,884       364,491  
 
                       
Aggregate number of cash advances written (b) (f)
    1,251,435       647,261       2,336,195       1,210,391  
 
                       
Average amount per cash advance written (not in thousands):
                               
Funded by the Company
  $ 366     $ 343     $ 369     $ 346  
Funded by third-party lenders (b) (d)
    513       453       513       449  
 
                       
Aggregate average amount per cash advance (b) (f)
  $ 403     $ 375     $ 406     $ 377  
 
                       
Cash advance customer balances due (gross):
                               
Owned by the Company (c)
  $ 110,121     $ 46,546     $ 110,121     $ 46,546  
Owned by third-party lenders (b)
    29,455       17,136       29,455       17,136  
 
                       
Aggregate cash advance customer balances due (gross) (b) (f)
  $ 139,576     $ 63,682     $ 139,576     $ 63,682  
 
                       
Total locations offering cash advances at end of period (excluding online lending)
    725       706       725       706  
Average total locations offering cash advances (excluding online lending)
    723       714       721       718  
Number of states with online lending at end of period
    30             30        
(Continued on Next Page)

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    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
CHECK CASHING OPERATIONS (Mr. Payroll):
                               
Centers in operation at end of year (not in thousands):
                               
Company-owned locations
    5       5       5       5  
Franchised locations (b)
    135       133       135       133  
 
                       
Combined centers in operations at end of year (b)
    140       138       140       138  
 
                       
Revenue from Company-owned locations
  $ 113     $ 135     $ 274     $ 316  
Revenue from franchise royalties and other
    745       738       1,724       1,708  
 
                       
Total revenue (c)
  $ 858     $ 873     $ 1,998     $ 2,024  
 
                       
 
Face amount of checks cashed:
                               
Company-owned locations
  $ 8,212     $ 9,502     $ 17,822     $ 19,995  
Franchised locations (b)
    299,800       300,910       667,021       666,597  
 
                       
Combined face amount of checks cashed (b)
  $ 308,012     $ 310,412     $ 684,843     $ 686,592  
 
                       
Fees collected from customers:
                               
Company-owned locations (c)
  $ 113     $ 135     $ 274     $ 316  
Franchised locations (b)
    4,130       4,145       9,576       9,634  
 
                       
Combined fees collected from customers (b)
  $ 4,243     $ 4,280     $ 9,850     $ 9,950  
 
                       
Fees as a percentage of checks cashed:
                               
Company-owned locations
    1.4 %     1.4 %     1.5 %     1.6 %
Franchised locations (b)
    1.4       1.4       1.4       1.4  
 
                       
Combined fees as a percentage of checks cashed (b)
    1.4 % %     1.4 %     1.4 %     1.4 %
 
                       
Average check cashed (not in thousands):
                               
Company-owned locations
  $ 383     $ 383     $ 406     $ 410  
Franchised locations (b)
    413       397       454       438  
 
                       
Combined average check cashed (b)
  $ 412     $ 397     $ 453     $ 437  
 
                       
 
(a)   Includes cash advance activities at the Company’s pawn lending locations.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Amounts recorded in the Company’s consolidated financial statements.
 
(d)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders.
 
(e)    Includes cash advance activities at the Company’s cash advance locations and through the Company’s internet distribution channel.
 
(f)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders.

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CRITICAL ACCOUNTING POLICIES
     Since January 1, 2007, the Company has accounted for uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. It also provides guidance on derecognition, classification, accrual of interest and penalties, accounting in interim periods, disclosure and transition. It requires that the new standard be applied to the balances of assets and liabilities as of the beginning of the period of adoption and that a corresponding adjustment be made to the opening balance of retained earnings. See Note 2 of Notes to Consolidated Financial Statements.
     There have been no other changes of critical accounting policies since December 31, 2006.
RECENT ACCOUNTING PRONOUNCEMENTS
     In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 will be effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect SFAS 157 to have a material effect on the Company’s consolidated financial position or results of operations but anticipates additional disclosures when it becomes effective.
     In February 2007, FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”) and requires an entity to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 will be effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS 159.

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OVERVIEW
Components of Consolidated Net Revenue. Consolidated net revenue is total revenue reduced by the cost of merchandise sold in the period. It represents the income available to satisfy expenses and is the measure management uses to evaluate top line performance. The components of consolidated net revenue are pawn related net revenue, consisting of finance and service charges from pawn loans plus profit from the disposition of merchandise; cash advance fees and other revenue. Other revenue is comprised mostly of check cashing fees, but includes royalties and other revenue items. Growth in cash advance fees has increased the related contribution of the cash advance products to consolidated net revenue during the three months ended June 30, 2007 compared to the same period of 2006. The growth in cash advance fees is primarily attributable to higher average balances, the addition of new units and the addition of cash advances made over the internet beginning in mid-September 2006. Net revenue from pawn lending activities contributed 43.6% and 60.1% of net revenue for the three months ended June 30, 2007 and 2006; and 45.6% and 61.6% for the six months ended June 30, 2007 and 2006, respectively. The following graphs show consolidated net revenue and depict the mix of the components of net revenue for the three and six months ended June 30, 2007 and 2006:
(PIE CHARTS)

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Contribution to Increase in Net Revenue. The Company’s net revenue increased 50.5% and 48.2% for the three and six months ended June 30, 2007 compared to the prior year same periods. Cash advance fees, including cash advance fees generated in pawn lending locations, have contributed the majority of the increase primarily because of the acquisition in September 2006 of a subsidiary offering cash advances over the internet, higher average balances owed by customers, and the growth and development of newly opened cash advance locations. As illustrated below, these increases represented 88.0% and 86.6% of the Company’s overall increase in net revenue from the three and six months ended June 30, 2006 to the three and six months ended June 30, 2007 and 49.9% and 52.9% of the overall increase from the three and six months ended June 30, 2005 to the three and six months ended June 30, 2006. The increase in pawn-related net revenue in the aggregate, combined finance and service charges and profit from the disposition of merchandise, contributed 10.9% and 12.5% of the year over year increase in net revenue for the first three and six months of 2007 compared to 47.7% and 43.5% of the growth in the same periods of 2006.
     While the percent of contribution to the growth in consolidated net revenue generated by pawn lending operations is a smaller percentage than the prior year, net revenue from pawn lending activities increased 9.2% and 9.8% for the three and six month periods ended June 30, 2007 compared to the prior year. The disproportionate growth in net revenue from cash advance activities is mostly due to the inclusion of the operations of the online distribution channel acquired in September 2006 that were not in the comparable periods through June of last year. These trends are depicted in the following graphs:
(PIE CHARTS)

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Quarter Ended June 30, 2007 Compared To Quarter Ended June 30, 2006
Consolidated Net Revenue. Consolidated net revenue increased $54.1 million, or 50.5%, to $161.1 million during the three months ended June 30, 2007 (the “current quarter”) from $107.0 million during the three months ended June 30, 2006 (the “prior year quarter”). The following table sets forth net revenue by operating segment for the three months ended June 30, 2007 and 2006 ($ in thousands):
                                 
    Three Months Ended June 30,  
    2007     2006     Inc./(Dec.)  
Pawn lending operations
  $ 81,018     $ 75,222     $ 5,796       7.7 %
Cash advance operations
    79,221       30,947       48,274       156.0  
Check cashing operations
    858       873       (15 )     (1.7 )
 
                       
Consolidated net revenue
  $ 161,097     $ 107,042     $ 54,055       50.5 %
 
                       
     Higher revenue from the Company’s cash advance product, higher finance and service charges from pawn loans and higher profit from the disposition of merchandise accounted for the increase in net revenue.
     The components of consolidated net revenue are finance and service charges from pawn loans, which increased $2.6 million; profit from the disposition of merchandise, which increased $3.3 million; cash advance fees generated from pawn locations, cash advance locations and via the internet distribution channel, which increased $47.6 million; and combined segment revenue from check cashing fees, royalties and other, which increased $609,000.
Finance and Service Charges. Finance and service charges from pawn loans increased $2.6 million, or 7.5%, from $34.6 million in the prior year quarter to $37.2 million in the current quarter. The increase is due primarily to higher loan balances attributable to the increased amount of pawn loans written through existing and new locations added during 2006. An increase in the average balance of pawn loans outstanding contributed $2.5 million of the increase and the slightly higher annualized yield, which is a function of the blend in permitted rates for fees and service charges on pawn loans in all operating locations of the Company of the pawn loan portfolio, contributed $74,000 of the increase. Finance and service charges from same stores (stores that have been open for at least twelve months) increased 3.8%, or $1.3 million, in the current quarter compared to the prior year quarter, primarily attributable to the higher average amount per pawn loan written.
     The average balances of pawn loans outstanding during the current quarter were $122.5 million, or 7.3% higher than the average balances of the prior year quarter. The increase was driven by a 9.7% increase in the average amount per loan outstanding that was partially offset by a 2.2% decrease in the average number of pawn loans outstanding during the current quarter. Management believes that the decrease in the average number of pawn loans outstanding could be related to the fact that higher advance rates on loans secured by gold collateral, such as jewelry, can allow customers to reduce the number of loans needed to achieve their needs.
     Pawn loan balances at June 30, 2007 were $131.5 million, which was 5.6% higher than at June 30, 2006. Annualized loan yield was 121.7% in the current quarter, compared to 121.5% in the prior year quarter. Same store pawn loan balances at June 30, 2007 were $2.7 million, or 2.2%, higher than at June 30, 2006.

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Profit from Disposition of Merchandise. Profit from disposition of merchandise represents the proceeds received from disposition of merchandise in excess of the cost of disposed merchandise. The following table summarizes the proceeds from disposition of merchandise and the related profit for the current quarter compared to the prior year quarter ($ in thousands):
                                                 
    Three Months Ended June 30,
    2007   2006
    Merch-   Refined           Merch-   Refined    
    andise   Gold   Total   andise   Gold   Total
Proceeds from dispositions
  $ 60,081     $ 25,727     $ 85,808     $ 55,385     $ 17,237     $ 72,622  
Profit on disposition
  $ 24,772     $ 8,252     $ 33,024     $ 23,768     $ 5,968     $ 29,736  
Profit margin
    41.2 %     32.1 %     38.5 %     42.9 %     34.6 %     40.9 %
Percentage of total profit
    75.0 %     25.0 %     100.0 %     79.9 %     20.1 %     100.0 %
     The total proceeds from disposition of merchandise and refined gold increased $13.2 million, or 18.2%, and the total profit from the disposition of merchandise and refined gold increased $3.3 million, or 11.1%, primarily due to higher levels of retail sales offset by lower gross profit margin on the disposition of refined gold. Overall gross profit margin decreased from 40.9% in the prior year quarter to 38.5% in the current quarter as the percentage of lower profit margin refined gold sales was higher than in the prior year quarter which diluted overall margins slightly. In addition, excluding the effect of the disposition of refined gold, the profit margin on the disposition of merchandise (including jewelry sales) was 41.2% and 42.9% for the current quarter and the prior year quarter, respectively. The profit margin on the disposition of refined gold decreased to 32.1% in the current quarter compared to 34.6% in the prior year quarter. The increase in gross profit dollars on the disposition of refined gold during the current quarter is attributable to the 23% higher volume of gold sold and a 21% higher price per ounce, but the gain was offset by a 30% rise in cost per ounce leading to a drop in the gross profit margin compared to the prior year quarter. Proceeds from disposition of merchandise, excluding refined gold, increased $4.7 million, or 8.5%, in the current quarter compared to the prior year quarter. The higher level of retail sales activity was supported by higher levels of merchandise available for disposition entering the current quarter and by the net addition of 23 pawn locations since June 30, 2006. The consolidated merchandise turnover rate was 2.6 times during both the current quarter and the prior year quarter. Management expects that profit margin on the disposition of merchandise in the near term will likely remain at or slightly below current levels mainly due to higher inventory levels and an increase in the percentage mix of refined gold sales, which typically have lower gross profit margins.
     The table below summarizes the age of merchandise held for disposition before valuation allowance of $1.9 million at June 30, 2007 and $1.7 million at June 30, 2006 ($ in thousands).
                                 
    2007     2006  
    Amount     %     Amount     %  
Merchandise held for 1 year or less -
                               
Jewelry
  $ 52,021       60.9 %   $ 41,137       58.4 %
Other merchandise
    25,157       29.5       22,097       31.4  
 
                       
 
    77,178       90.4       63,234       89.8  
 
                       
Merchandise held for more than 1 year -
                               
Jewelry
    4,954       5.8       4,493       6.4  
Other merchandise
    3,261       3.8       2,710       3.8  
 
                       
 
    8,215       9.6       7,203       10.2  
 
                       
Total merchandise held for disposition
  $ 85,393       100.0 %   $ 70,437       100.0 %
 
                       
Cash Advance Fees. Cash advance fees increased $47.5 million, or 120.7%, to $86.9 million in the current quarter from $39.4 million in the prior year quarter. The increase was primarily due to the addition of the online distribution channel and, to a lesser extent, the growth and development of new cash advance units. As of June 30, 2007, the cash advance products were available in 725 lending locations, including 429

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pawnshops, 296 cash advance locations, and through the online distribution channel. Of these lending locations, 319 arrange for customers to obtain cash advance products from independent third-party lenders for a fee. Cash advance fees from same stores increased $2.4 million, or 6.1%, to $40.6 million in the current quarter as compared to $38.2 million in the prior year quarter. Cash advance fees include revenue from the cash advance portfolio owned by the Company and fees paid to the Company for arranging for cash advance products from independent third-party lenders for customers. (Although cash advance transactions may take the form of loans or deferred check deposit transactions, the transactions are referred to throughout this discussion as “cash advances” for convenience.)
     The following table sets forth cash advance fees by operating segment for the three months ended June 30, 2007 and 2006 ($ in thousands):
                                 
    Three Months Ended June 30,  
    2007     2006     Inc./(Dec.)  
Pawn lending operations
  $ 9,990     $ 10,282     $ (292 )     (2.8) %
Cash advance operations
    76,957       29,113       47,844       164.3  
 
                       
Consolidated cash advance fees
  $ 86,947     $ 39,395     $ 47,552       120.7 %
 
                       
     The amount of cash advances written increased by $261.2 million, or 107.6%, to $503.9 million in the current quarter from $242.7 million in the prior year quarter. Included in the amount of cash advances written in the current quarter and the prior year quarter were $160.2 million and $85.7 million, respectively, extended to customers by third-party lenders. The average amount per cash advance increased to $403 from $375. The combined Company and third-party lender portfolios of cash advances generated $88.0 million in revenue during the current quarter compared to $40.0 million in the prior year quarter. The outstanding combined portfolio balance of cash advances increased $75.9 million, or 119.2%, to $139.6 million at June 30, 2007 from $63.7 million at June 30, 2006. Those amounts included $110.1 million and $46.5 million at June 30, 2007 and 2006, respectively, which are included in the Company’s consolidated balance sheets. An allowance for losses of $32.2 million and $7.5 million has been provided in the consolidated financial statements for June 30, 2007 and 2006, respectively, which is netted against the outstanding cash advance amounts on the Company’s consolidated balance sheets.

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     The following table summarizes cash advances outstanding at June 30, 2007 and 2006 and contains certain non-Generally Accepted Accounting Principles (“non-GAAP”) measures with respect to the cash advances owned by third-party lenders that are not included in the Company’s consolidated balance sheets. The Company believes that presenting these non-GAAP measures is meaningful and necessary because management evaluates and measures the cash advance portfolio performance on an aggregate basis ($ in thousands).
                 
    June 30,  
    2007     2006  
Funded by the Company (a)
               
Active cash advances and fees receivable
  $ 68,438     $ 32,016  
Cash advances and fees in collection
    27,167       7,615  
 
           
Total funded by the Company (a)
    95,605       39,631  
 
           
Funded by the third-party lenders (b) (c)
               
Active cash advances and fees receivable
    29,461       18,143  
Cash advances and fees in collection
    14,510       5,908  
 
           
Total funded by third-party lenders (b) (c)
    43,971       24,051  
 
           
Combined gross portfolio (b) (d)
    139,576       63,682  
Less: Elimination of cash advances owned by third-party lenders
    29,455       17,136  
 
           
Company-owned cash advances and fees receivable, gross
    110,121       46,546  
Less: Allowance for losses
    32,173       7,541  
 
           
Cash advances and fees receivable, net
  $ 77,948     $ 39,005  
 
           
Allowance for loss on Company-owned cash advances
  $ 32,173     $ 7,541  
Accrued losses on third-party lender owned cash advances
    1,823       891  
 
           
Combined allowance for losses and accrued third-party lender losses
  $ 33,996     $ 8,432  
 
           
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (b)
    24.4 %     13.2 %
 
           
 
(a)   Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
 
(d)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
     Management anticipates continued growth in consolidated cash advance fees for the remainder of 2007 due to increased consumer awareness and demand for the cash advance product, higher outstanding balances at June 30, 2007 compared to June 30, 2006, the addition of the internet distribution channel, the growth of balances from new units opened in 2006, and planned openings in 2007.

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Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income increased $609,000 to $3.9 million in the current quarter, or 18.3%, from $3.3 million in the prior year quarter primarily due to expanded product offerings and their success in pawn locations and revenue growth in cash advance units. The components of these fees are as follows (in thousands):
                                                                 
    Three Months Ended June 30,  
    2007     2006  
    Pawn     Cash     Check             Pawn     Cash     Check        
    Lending     Advance     Cashing     Total Advance     Lending     Advance     Cashing     Total Advance  
Check cashing fees
  $ 181     $ 1,170     $ 113     $ 1,464     $ (14 )   $ 1,138     $ 135     $ 1,259  
Royalties
    114             731       845       140             717       857  
Other
    515       1,094       14       1,623       490       696       21       1,207  
 
                                               
 
  $ 810     $ 2,264     $ 858     $ 3,932     $ 616     $ 1,834     $ 873     $ 3,323  
 
                                               
Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 34.9% in the current quarter compared to 39.8% in the prior year quarter. These expenses increased $15.0 million, or 25.1%, in the current quarter compared to the prior year quarter. Pawn lending operating expenses increased $1.8 million, or 4.0%, to $46.6 million, primarily due to the net unit increase in pawn lending operations. The increase in operations expenses for the cash advance operations of $13.1 million, or 90.5%, is primarily attributable to the acquisition of a subsidiary that offers cash advances online, the net addition of cash advance locations and increased marketing and selling expenses.
     As a multi-unit operator in the consumer finance industry, the Company’s operations expenses are predominately related to personnel and occupancy expenses. Personnel expenses include base salary and wages, performance incentives, and benefits. Occupancy expenses include rent, property taxes, insurance, utilities, and maintenance. The combination of personnel and occupancy expenses represents 76.5% of total operations expenses in the current quarter and 83.2% in the prior year quarter. Other operations expenses increased $7.5 million, or 74.5%, primarily due to an increase of $6.4 million in marketing and selling expenses. The comparison is as follows ($ in thousands):
                                 
    Three Months Ended June 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 39,848       18.6 %   $ 33,739       22.5 %
Occupancy
    17,271       8.1       15,878       10.6  
Other
    17,492       8.2       10,025       6.7  
 
                       
Total
  $ 74,611       34.9 %   $ 59,642       39.8 %
 
                       
Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 6.2% in the current quarter compared to 8.7% in the prior year quarter. The components of administration expenses for the three months ended June 30, 2007 and 2006 are as follows ($ in thousands):
                                 
    Three Months Ended June 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 7,656       3.6 %   $ 8,512       5.7 %
Other
    5,569       2.6       4,504       3.0  
 
                       
Total
  $ 13,225       6.2 %   $ 13,016       8.7 %
 
                       
     Periodically the Company evaluates its reserves for health and workers’ compensation benefits. During the quarter, the Company adjusted reserves downward consistent with past practices which reduced the administrative expenses in the current quarter. Before the reduction in personnel expense from these

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credits, the increase in administration expenses was principally attributable to the acquisition of a subsidiary that offers cash advances online, increased staffing levels, annual salary adjustments and net unit additions.
Cash Advance Loss Provision. The Company maintains an allowance for losses on cash advances at a level projected to be adequate to absorb credit losses inherent in the outstanding combined cash advance portfolio. The cash advance loss provision is used to increase the allowance carried against the outstanding company owned cash advance portfolio as well as expected losses in the third-party lender-owned portfolios that the Company guarantees. The allowance is based on historical trends in portfolio performance based on the status of the balance owed by the customer with the full amount of the customer’s obligations being completely reserved when they become 60 days past due. The cash advance loss provision was $42.3 million for the current quarter and $10.8 million for the prior year quarter. The loss provision reflected a $31.5 million increase, principally due to the acquisition of a subsidiary that offers cash advances online, driven by the higher volume of combined cash advances written and portfolio performance trends. The loss provision as a percentage of combined cash advances written increased to 8.4% in the current quarter from 4.5% in the prior year quarter while actual net charge-offs (charge-offs less recoveries) as a percentage of combined cash advances written were 6.5% in the current quarter compared to 2.7% in the prior year quarter. The loss provision as a percentage of cash advance fees increased to 48.7% in the current quarter from 27.4% in the prior year quarter. These increases are mostly attributable to a significant increase in cash advance receivable balances and the inclusion of the cash advance balance from online customers which carry a higher loss rate. Going forward management believes that this ratio could increase as the composition mix of the portfolio becomes more heavily weighted to cash advances from online customers which historically have resulted in higher loss rates than customers receiving loans in lending locations.
     During the current period, the Company’s online distribution channel sold selected cash advances which had been previously written off. These sales generated proceeds of $1.4 million. Included in this amount was $1.2 million related to loans originated after the acquisition of the online distribution channel. Those proceeds were recorded as recoveries on losses previously charged to the allowance for losses.

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     The following table summarizes the cash advance loss provision for the three months ended June 30, 2007 and 2006, and contains certain non-GAAP measures with respect to the cash advances written by third-party lenders that are not included in the Company’s consolidated balance sheets and related statistics. The Company believes that presenting these non-GAAP measures is meaningful and necessary because management evaluates and measures the cash advance portfolio performance on an aggregate basis including its evaluation of the loss provision for the Company-owned portfolio and the third-party lender-owned portfolio that the Company guarantees ($ in thousands).
                 
    Three Months Ended  
    June 30,  
    2007     2006  
Cash advance loss provision:
               
Loss provision on Company-owned cash advances
  $ 41,758     $ 10,512  
Loss provision on third-party owned cash advances
    570       286  
 
           
Combined cash advance loss provision
  $ 42,328     $ 10,798  
 
           
Charge-offs, net of recoveries
  $ 32,727     $ 6,512  
 
           
Cash advances written:
               
By the Company (a)
  $ 343,706     $ 157,071  
By third-party lenders (b) (c)
    160,245       85,667  
 
           
Combined cash advances written (b) (d)
  $ 503,951     $ 242,738  
 
           
Combined cash advance loss provision as a % of combined cash advances written (b)
    8.4 %     4.5 %
Charge-offs (net of recoveries) as a % of combined cash advances written (b)
    6.5 %     2.7 %
 
(a)   Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
 
(d)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue was 3.6% in the current quarter and 4.3% in the prior year quarter. Total depreciation and amortization expense increased $1.4 million, or 21.5%, primarily due to the increase in operating locations and the amortization of certain intangible assets obtained in acquisitions. Management expects depreciation expense to increase in future periods as a result of future capital expenditures and continued remodeling of existing locations.
Interest Expense. Interest expense as a percentage of total revenue was 1.9% in the current quarter and 1.6% in the prior year quarter. Interest expense increased $1.6 million, or 65.7%, to $4.0 million in the current quarter as compared to $2.4 million in the prior year quarter. The increase was primarily due to the higher average floating interest rate borrowings ($96.9 million during the current quarter and $38.9 million during the prior year quarter) and the higher weighted average floating interest rate (6.4% during the current quarter compared to 5.9% during the prior year quarter) and the issuance in December 2006 of $60 million of senior unsecured long-term notes. The average amount of debt outstanding increased during the current quarter to $230.7 million from $129.5 million during the prior year quarter. This increase was primarily attributable to the acquisition of a subsidiary that offers online cash advances in the third quarter of 2006 and the first contingent earn-out payment funded in February 2007. The effective blended borrowing cost was 7.0% in the current quarter and 7.5% in the prior year quarter. In future periods management expects higher levels of debt associated with the potential funding requirements of the CashNetUSA supplemental acquisition payments.

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Interest Income. Interest income was $439,000 in the current quarter compared to $389,000 in the prior year quarter. The interest income is primarily from the two notes receivable denominated in Swedish kronor that the Company holds in connection with its 2004 sale of its foreign pawn lending operations.
Foreign Currency Transaction Gain/Loss. The two Swedish kronor denominated notes had a carrying value of $10.0 million at June 30, 2007. Exchange rate changes between the United States dollar and the Swedish kronor resulted in a net gain of $14,000 (net of a loss of $201,000 from foreign currency forward contracts) in the current quarter and $113,000 (net of a loss of $610,000 from foreign currency forward contracts) in the prior year quarter. The foreign currency forward contracts totaling 68 million Swedish kronor (approximately $9.9 million at maturity) were established by the Company in 2005 to minimize the financial impact of currency market fluctuations.
Gain from Termination of Contract. In the prior year quarter, the Company entered into an agreement with a landlord of a lending location to terminate the lease and vacate the property for $2.2 million ($1.4 million net of related taxes) which was recognized as a gain in that period.
Income Taxes. The Company’s effective tax rate was 32.2% for the current quarter compared to 37.1% for the prior year quarter. The decrease in the effective tax rate was primarily attributable to a one time increase in a state deferred tax benefit resulting from a change in Texas law enacted during the quarter. The Company had a $666,000 overall state income tax benefit, net of the federal income tax effect, for the quarter as a result of the one-time $1.1 million deferred tax benefit. Excluding the effect of the one-time Texas deferred tax benefit, the effective tax rate for the current quarter would have been 38.1%. The increase over the prior year quarter is primarily attributable to an increase in state and local taxes.
Six Months Ended June 30, 2007 Compared To Six Months Ended June 30, 2006
Consolidated Net Revenue. Consolidated net revenue increased $104.8 million, or 48.2%, to $322.0 million during the six months ended June 30, 2007 (the “current period”) from $217.3 million during the six months ended June 30, 2006 (the “prior year period”). The following table sets forth net revenue by operating segment for the six months ended June 30, 2007 and 2006 ($ in thousands):
                                 
    Six Months Ended June 30,  
    2007     2006     Inc./(Dec.)  
Pawn lending operations
  $ 168,742     $ 154,994     $ 13,748       8.9 %
Cash advance operations
    151,304       60,237       91,067       151.2  
Check cashing operations
    1,998       2,024       (26 )     (1.3 )
 
                       
Consolidated net revenue
  $ 322,044     $ 217,255     $ 104,789       48.2 %
 
                       
     Higher revenue from the Company’s cash advance product, higher finance and service charges from pawn loans and higher profit from the disposition of merchandise accounted for the increase in net revenue.
     The components of consolidated net revenue are finance and service charges from pawn loans, which increased $6.0 million; profit from the disposition of merchandise, which increased $7.2 million; cash advance fees generated from pawn locations, cash advance locations and via internet distribution channel, which increased $90.6 million; and combined segment revenue from check cashing fees, royalties and other, which increased $1.0 million.
Finance and Service Charges. Finance and service charges from pawn loans increased $6.0 million, or 8.6%, from $69.6 million in the prior year period to $75.6 million in the current period. The increase is primarily due to higher loan balances attributable to the increased amount of pawn loans written through existing and new locations added during 2006. An increase in the average balance of pawn loans outstanding contributed $6.0 million of the increase. This increase was partially offset by a $67,000 decrease resulting from the slightly lower annualized yield of the pawn loan portfolio, which is a function of the blend in permitted rates for fees and service charges on pawn loans in all operating locations of the

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Company and slightly lower redemption rates. Finance and service charges from same stores (stores that have been open for at least twelve months) increased $3.4 million, or 4.9%, in the current period compared to the prior year period.
     The average balance of pawn loans outstanding during the current period was $9.7 million, or 8.7%, higher than the average balances during the prior year period. The increase was driven by an 11.1% increase in the average amount per loan outstanding that was partially offset by a 2.2% decrease in the average number of pawn loans outstanding during the current period. Annualized loan yield was 125.4% in the current period, compared to 125.5% in the prior year period.
Profit from Disposition of Merchandise. Profit from disposition of merchandise represents the proceeds received from disposition of merchandise in excess of the cost of disposed merchandise. The following table summarizes the proceeds from disposition of merchandise and the related profit for the current period compared to the prior year period ($ in thousands):
                                                 
    Six Months Ended June 30,
    2007   2006
    Merch-   Refined           Merch-   Refined    
    andise   Gold   Total   andise   Gold   Total
Proceeds from dispositions
  $ 135,088     $ 50,888     $ 185,976     $ 126,073     $ 33,673     $ 159,746  
Profit on disposition
  $ 55,024     $ 16,243     $ 71,267     $ 52,698     $ 11,420     $ 64,118  
Profit margin
    40.7 %     31.9 %     38.3 %     41.8 %     33.9 %     40.1 %
Percentage of total profit
    77.2 %     22.8 %     100.0 %     82.2 %     17.8 %     100.0 %
     While the total proceeds from disposition of merchandise and refined gold increased $26.2 million, or 16.4%, the total profit from the disposition of merchandise and refined gold increased $7.1 million, or 11.2%, primarily due to higher levels of retail sales offset by lower gross profit margin on the disposition of refined gold. Overall gross profit margin decreased from 40.1% in the prior year period to 38.3% in the current period as the percentage of lower profit margin refined gold sales was higher than the prior year period which diluted overall margins slightly. In addition, excluding the effect of the disposition of refined gold, the profit margin on the disposition of merchandise (including jewelry sales) was 40.7% and 41.8% for the current period and the prior year period, respectively. The profit margin on the disposition of refined gold decreased to 31.9% in the current period compared to 33.9% in the prior year period primarily due to the increase in cost per ounce. The increase in gross profit dollars on the disposition of refined gold during the current quarter is attributable to the 24% higher volume of gold sold and a 23% higher price per ounce, but the gain was offset by a 30% rise in cost per ounce leading to a drop in the gross profit margin compared to the prior year period. Proceeds from disposition of merchandise, excluding refined gold, increased $9.0 million, or 7.2%, in the current period compared to the prior year period. The higher level of retail sales activity was supported by higher levels of merchandise available for disposition entering the current period and by the net addition of 23 pawn locations since June 30, 2006. The consolidated merchandise turnover rate was 2.8 times during both the current period and the prior year period.
Cash Advance Fees. Cash advance fees increased $90.6 million, or 121.1%, to $165.4 million in the current period from $74.8 million in the prior year period. The increase was primarily due to the addition of the online distribution channel and, to a lesser extent, the growth and development of new cash advance units. Cash advance fees from same stores increased $5.0 million, or 6.9%, to $77.6 million in the current period as compared to $72.6 million in the prior year period.

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     The following table sets forth cash advance fees by operating segment for the six months ended June 30, 2007 and 2006 ($ in thousands):
                                 
    Six Months Ended June 30,  
    2007     2006     Increase  
Pawn lending operations
  $ 20,110     $ 19,930     $ 180       0.9 %
Cash advance operations
    145,353       54,904       90,449       164.7  
 
                       
Consolidated cash advance fees
  $ 165,463     $ 74,834     $ 90,629       121.1 %
 
                       
     The amount of cash advances written increased by $491.1 million, or 107.5%, to $947.8 million in the current period from $456.7 million in the prior year period. Included in the amount of cash advances written in the current period and the prior year period were $302.3 million and $163.7 million, respectively, extended to customers by third-party lenders. The average amount per cash advance increased to $406 from $377. The combined Company and third-party lender portfolios of cash advances generated $167.5 million in revenue during the current period compared to $76.5 million in the prior year period.
Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income increased $1.0 million to $9.7 million in the current period, or 11.9%, from $8.7 million in the prior year period primarily due to expanded product offerings and their success in pawn locations and revenue growth in cash advance units. The components of these fees are as follows (in thousands):
                                                                 
    Six Months Ended June 30,  
    2007     2006  
    Pawn     Cash     Check             Pawn     Cash     Check        
    Lending     Advance     Cashing     Total Advance     Lending     Advance     Cashing     Total Advance  
Check cashing fees
  $ 469     $ 3,576     $ 274     $ 4,319     $ 50     $ 3,621     $ 316     $ 3,987  
Royalties
    259             1,689       1,948       305             1,662       1,967  
Other
    1,012       2,375       35       3,422       948       1,712       46       2,706  
 
                                               
 
  $ 1,740     $ 5,951     $ 1,998     $ 9,689     $ 1,303     $ 5,333     $ 2,024     $ 8,660  
 
                                               
Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 33.6% in the current period compared to 38.0% in the prior year period. These expenses increased $28.1 million, or 23.6%, in the current period compared to the prior year period. Pawn lending operating expenses increased $4.7 million, or 5.3%, primarily due to higher personnel costs and increased occupancy expenses partly due to the net increase of 23 pawnshop locations since June 30, 2006, and an increase in store level incentives. Cash advance operating expenses increased $23.4 million, or 79.9%, primarily as a result of the acquisition of a subsidiary that offers cash advances online. The increase in other operations expenses was primarily due to the increase in marketing and selling expenses.
     The combination of personnel and occupancy expenses represents 78.4% of total operations expenses in the current period and 84.2% in the prior year period. Other operations expenses increased $13.1 million, or 69.9%, primarily due to an increase of $11.5 million in marketing and selling expenses. The comparison is as follows ($ in thousands):
                                 
    Six Months Ended June 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 80,357       18.4 %   $ 68,266       21.8 %
Occupancy
    34,778       8.0       31,912       10.2  
Other
    31,842       7.2       18,737       6.0  
 
                       
Total
  $ 146,977       33.6 %   $ 118,915       38.0 %
 
                       

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Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 6.3% in the current period compared to 8.6% in the prior year period. The components of administration expenses for the six months ended June 30, 2007 and 2006 are as follows ($ in thousands):
                                 
    Six Months Ended June 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 18,045       4.1 %   $ 18,377       5.9 %
Other
    9,481       2.2       8,490       2.7  
 
                       
Total
  $ 27,526       6.3 %   $ 26,867       8.6 %
 
                       
     Periodically the Company evaluates its reserves for health and workers’ compensation benefits. During the second quarter, the Company adjusted reserves downward consistent with past practices which reduced the administrative expenses in the current period. Before the reduction in personnel expense from these credits, the increase in administration expenses was principally attributable to the acquisition of a subsidiary that offers cash advances online, increased staffing levels, annual salary adjustments and net unit additions.
Cash Advance Loss Provision. The cash advance loss provision was $75.1 million for the current period and $15.2 million for the prior year period. The loss provision reflected a $59.9 million increase, principally due to the acquisition of a subsidiary that offers cash advances online, driven by the higher volume of combined cash advances written and portfolio performance trends. The loss provision as a percentage of combined cash advances written increased to 7.9% in the current period from 3.3% in the prior year period while actual net charge-offs (charge-offs less recoveries) as a percentage of combined cash advances written were 6.5% in the current period compared to 3.1% in the prior year period. The loss provision as a percentage of cash advance fees increased to 45.4% in the current period from 20.4% in the prior year period. These increases are mostly attributable to a significant increase in cash advance receivable balances and the inclusion of the cash advance balance from online customers which carry a higher loss rate.
     During the current period, the Company’s online distribution channel sold selected cash advances which had been previously written off. These sales generated proceeds of $2.1 million. Included in this amount was $1.2 million related to loans originated after the acquisition of the online distribution channel. Those proceeds were recorded as recoveries on losses previously charged to the allowance for losses.

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     The following table summarizes the cash advance loss provision for the six months ended June 30, 2007 and 2006 ($ in thousands):
                 
    Six Months Ended  
    June 30,  
    2007     2006  
Cash advance loss provision:
               
Loss provision on Company-owned cash advances
  $ 74,406     $ 15,218  
Loss provision on third-party owned cash advances
    670       17  
 
           
Combined cash advance loss provision
  $ 75,076     $ 15,235  
 
           
Charge-offs, net of recoveries
  $ 61,746     $ 13,986  
 
           
Cash advances written:
               
By the Company (a)
  $ 645,442     $ 292,961  
By third-party lenders (b) (c)
    302,333       163,707  
 
           
Combined cash advances written (b) (d)
  $ 947,775     $ 456,668  
 
           
Combined cash advance loss provision as a % of combined cash advances written (b)
    7.9 %     3.3 %
Charge-offs (net of recoveries) as a % of combined cash advances written (b)
    6.5 %     3.1 %
 
(a)   Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
 
(d)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue was 3.5% in the current period and 4.1% in the prior year period. Total depreciation and amortization expense increased $2.6 million, or 20.0%, primarily due to the increase in operating locations and the amortization of certain intangible assets obtained in acquisitions.
Interest Expense. Interest expense as a percentage of total revenue was 1.8% in the current period and 1.5% in the prior year period. Interest expense increased $2.9 million, or 59.7%, to $7.7 million in the current period as compared to $4.8 million in the prior year period. The increase was primarily due to the higher average floating interest rate borrowings ($88.6 million during the current period and $44.1 million during the prior year period) and higher weighted average floating interest rate (6.4% during the current period compared to 5.8% during the prior year period) and the issuance in December 2006 of $60 million of senior unsecured long-term notes. The average amount of debt outstanding increased during the current period to $222.4 million from $134.7 million during the prior year period primarily attributable to the acquisition of CashNetUSA in the third quarter of 2006 and the first contingent earn-out payment funded in February 2007. The effective blended borrowing cost was 7.0% in the current period and 7.3% in the prior year period.
Interest Income. Interest income was $857,000 in the current period compared to $767,000 in the prior year period. The interest income is primarily from the two notes receivable denominated in Swedish kronor that the Company holds in connection with its 2004 sale of its foreign pawn lending operations.
Foreign Currency Transaction Gain/Loss. Exchange rate changes between the United States dollar and the Swedish kronor resulted in a net gain of $58,000 (including a gain of $40,000 from foreign currency forward contracts) in the current period and $178,000 (net of a loss of $712,000 from foreign currency forward contracts) in the prior year period.

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Income Taxes. The Company’s effective tax rate was 35.4% for the current period compared to 36.8% for the prior year period. The decrease in the effective tax rate was primarily attributable to a one time increase in a state deferred tax benefit resulting from a change in Texas law enacted during the current period. The Company had a $51,000 overall state income tax benefit, net of the federal income tax effect, for the current period as a result of the one-time $1.1 million deferred tax benefit. Excluding the effect of the one-time Texas deferred tax benefit, the effective tax rate for the current period would have been 37.7%. The increase over the prior year period is primarily attributable to an increase in state and local taxes.
LIQUIDITY AND CAPITAL RESOURCES
     The Company’s cash flows and other key indicators of liquidity are summarized as follows ($ in thousands):
                 
    Six Months Ended
    June 30,
    2007   2006
Operating activities cash flows
  $ 120,105     $ 56,685  
Investing activities cash flows:
               
Pawn loans
  $ (2,831 )   $ (6,511 )
Cash advances
    (71,924 )     (13,351 )
Acquisitions
    (36,922 )     (1,754 )
Property and equipment additions
    (29,188 )     (20,360 )
Proceeds from termination of contract
          1,098  
Financing activities cash flows
  $ 21,244     $ (16,926 )
Working capital
  $ 286,803     $ 233,764  
Current ratio
    4.0 x     4.6 x
Merchandise turnover
    2.8 x     2.8 x
Cash flows from operating activities. Net cash provided by operating activities was $120.1 million for the current period. Net cash generated from the Company’s pawn lending operations, cash advance operations and check cashing operations were $35.4 million, $84.2 million and $554,000, respectively. The improvement in cash flows from operating activities in the current period as compared to the prior year period was primarily due to the improvement in results of the pawn lending operations, the addition of a subsidiary that offers cash advances online and to the development of cash advance locations opened in recent periods.
     Historically, the Company’s finance and service charge revenue is highest in the fourth fiscal quarter (October through December) primarily due to higher average loan balances. Proceeds from the disposition of merchandise are also generally highest in the Company’s fourth and first fiscal quarters (October through March) primarily due to the holiday season and the impact of tax refunds. The net effect of these factors is that income from operations typically is highest in the fourth and first fiscal quarters and likewise the Company’s cash flow is generally greatest in these two fiscal quarters.
Cash flows from investing activities. The Company’s pawn lending activities used cash of $2.8 million and cash advance activities used cash of $71.9 million during the current period. The Company also invested $29.2 million in property and equipment, including $9.9 million for the development of a new point-of-sale system and $19.3 million for the establishment of new locations.
     During the six months ended June 30, 2007, the Company’s acquisition of the assets of pawnshops used cash of $2.2 million. Additionally, during the period, the Company made the first supplemental payment of $33.8 million and paid other acquisition costs of $844,000 in connection with the acquisition of substantially all of the assets of The Check Giant LLC (“TCG”). To the extent that the defined multiple of consolidated earnings attributable to the business acquired from TCG exceeds the total amounts paid through the supplemental payment measurement dates, as defined in the asset purchase agreement, the Company will make additional payments to the sellers.

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The next measurement date will be September 30, 2007. As of June 30, 2007, the Company has accrued $14.3 million for this payment based on the defined multiple of trailing twelve months earnings through June 30, 2007.
     Subsequent to June 30, 2007, the maker of the two Swedish kronor denominated notes held by the Company, which had a carrying value of approximately $10.0 million at June 30, 2007, entered into a contract under which it is to be sold. As part of that contract, the Company agreed to sell to the purchaser a convertible debenture that entitles the Company, as its holder, to convert the note into shares of the maker’s stock. Upon the closing of the sale, which is expected to occur during the third quarter of 2007, the Company will receive gross proceeds of approximately $15.8 million for the sale of the convertible debenture and the repayment of the principal due under the other note. The Company expects to recognize a gain from the gross proceeds received in excess of the carrying value of the notes in the third quarter. All accrued interest to the sale date will also be paid upon closing.
     Management anticipates that capital expenditures for the remainder of 2007 will be approximately $16 to $26 million primarily for the establishment of approximately 10 to 25 combined total of new cash advance-only locations and pawnshops, for the remodeling of selected operating units, and for the continuing development and enhancements to communications and information systems. The additional capital required to make supplemental acquisition payments related to the CashNetUSA acquisition and to pursue other acquisition opportunities is not included in the estimate of capital expenditures because of the uncertainties surrounding such payments or any potential transaction of this nature at this time.
Cash flows from financing activities. During the current period, the Company borrowed $34.2 million under its bank lines of credit. The Company reduced its long-term debt by $4.3 million through the scheduled principal payments on senior unsecured notes. Additional uses of cash included $2.1 million for dividends paid. On April 20, 2005, the Board of Directors authorized the Company’s repurchase of up to a total of 1,500,000 shares of its common stock (the “2005 authorization”). Management expects to purchase shares of the Company from time to time in the open market, and funding will come from operating cash flow. During the six months ended June 30, 2007, 151,900 shares were purchased for an aggregate amount of $6.2 million. In addition, 9,650 shares were acquired as partial payments of taxes for shares issued under stock-based compensation plans for an aggregate amount of $403,000. During the current period, stock options for 5,000 shares were exercised by a member of the board of directors and generated $49,000 of additional equity.
     In March 2007, the Company amended its line of credit to extend the final maturity by two years, to February 2012. The line of credit agreement and the senior unsecured notes require that the Company maintain certain financial ratios. The Company is in compliance with all covenants and other requirements set forth in its debt agreements. A significant decline in demand for the Company’s products and services may cause the Company to reduce its planned level of capital expenditures and lower its working capital needs in order to maintain compliance with the financial ratios in those agreements. A violation of the credit agreement or the senior unsecured note agreements could result in an acceleration of the Company’s debt and increase the Company’s borrowing costs and could adversely affect the Company’s ability to renew its existing credit facility or obtain new credit on favorable terms in the future. The Company does not anticipate a significant decline in demand for its services and has historically been successful in maintaining compliance with and renewing its debt agreements.
     Management believes that the borrowings available ($131.3 million at June 30, 2007) under the credit facilities, cash generated from operations and current working capital of $286.8 million should be sufficient to meet the Company’s anticipated capital requirements for the foreseeable future.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
     Market risks relating to the Company’s operations result primarily from changes in interest rates, foreign exchange rates, and gold prices. The Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. There have been no material changes to the Company’s exposure to market risks since December 31, 2006.
Item 4. Controls and Procedures
     Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management of the Company has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of June 30, 2007 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
     There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2007, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
     The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal controls will prevent all possible error and fraud. The Company’s disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s financial controls and procedures are effective at that reasonable assurance level.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
     See Note 8 of Notes to Consolidated Financial Statements.
Item 1A. Risk Factors
     There have been no material changes from the risk factors disclosed in Part 1, Item 1A, of the Company’s 2006 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     (c) The following table provides the information with respect to purchases made by the Company of shares of its common stock during each of the months in the first six months of 2007:
                                 
                    Total Number of     Maximum Number  
    Total Number     Average     Shares Purchased as     of Shares that May  
    of Shares     Price Paid     Part of Publicly     Yet Be Purchased  
Period   Purchased     Per Share     Announced Plan     Under the Plan (1)  
January 1 to January 31
    3,025 (2)   $ 40.86             1,064,700  
February 1 to February 28
    32,745 (3)     42.81       25,000       1,039,700  
March 1 to March 31
    30,336 (4)     39.70       30,000       1,009,700  
April 1 to April 30
    325 (4)     42.43             1,009,700  
May 1 to May 31
    35,418 (4)     41.68       35,000       974,700  
June 1 to June 30
    62,185 (4)     40.47       61,900       912,800  
 
                         
Total
    164,034     $ 41.11       151,900          
 
                         
 
(1)   On April 20, 2005, the Board of Directors authorized the Company’s repurchase of up to a total of 1,500,000 shares of its common stock.
 
(2)   Includes 173 shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan and 2,852 shares received as partial tax payments for shares issued under stock-based compensation plans.
 
(3)   Includes 947 shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan and 6,798 shares received as partial tax payments for shares issued under stock-based compensation plans.
 
(4)   Include shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan of 336; 325; 418; and 285 shares for the months of March, April, May and June, respectively.

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Item 4. Submission of Matters to a Vote of Security Holders
     On April 25, 2007, the Company’s Annual Meeting of Shareholders was held. The shareholders elected all of the director nominees identified in the Company’s Proxy Statement. The shareholders also approved the Company’s Senior Executive Bonus Plan and ratified the Company’s selection of its independent auditors. There was no other business brought before the meeting that required shareholder approval. Votes were cast as follows (there were no broker non-votes or abstentions other than those listed below):
                 
    For     Withheld  
(a) Election of directors:
               
Jack R. Daugherty
    26,287,268       1,355,880  
Daniel E. Berce
    27,466,182       176,966  
A. R. Dike
    26,335,362       1,307,786  
Daniel R. Feehan
    26,312,201       1,330,947  
James H. Graves
    26,295,119       1,348,029  
B. D. Hunter
    26,336,015       1,307,133  
Timothy J. McKibben
    26,296,990       1,346,158  
Alfred M. Micallef
    26,296,478       1,346,670  
(b) Ratification of Independent Auditors
    27,523,686       119,462  
(c) Approval of Senior Executive Bonus Plan
    27,228,242       414,906  
Item 6. Exhibits
  10.1   Letter agreement extending the Amended and Restated Administrative Credit Services Agreements dated September 29, 2005, by and between Cash America Financial Services, Inc., NCP Finance Limited Partnership and NCP Finance Florida, LLC
 
  31.1   Certification of Chief Executive Officer
 
  31.2   Certification of Chief Financial Officer
 
  32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
  32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  CASH AMERICA INTERNATIONAL, INC.
          (Registrant)
 
 
  By:   /s/ Thomas A. Bessant, Jr.    
    Thomas A. Bessant, Jr.   
    Executive Vice President and Chief Financial Officer   
 
                                                                  Date: July 27, 2007

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